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Share Issuance and Disposal5445TOKYO TEKKO CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,810 treasury shares held by the Company to 6 directors and 6 executive officers as restricted stock compensation. The disposal price is ¥1,910 per share, for a total disposal amount of ¥28,287,100.

Worth reading
35Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
14810
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,810Shares

14,810 common shares of the Company (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members10,250 shares
6 executive officers of the Company4,560 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,910 per share
Total issue value

¥28,287,100

Total Stock-Based Compensation
Total monetary compensation claims of ¥28,287,100 (the total annual amount of monetary compensation claims granted to the eligible directors is capped at ¥100 million)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 31 July 2026 until the date on which the allottee retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The allottee must continuously hold one of the positions of director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of the restricted period. In the event of retirement or resignation for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders to be held after the start of the restricted period, the allottee retires or resigns from all positions as a director, executive officer or employee of the Company without a valid reason. If any shares remain subject to the restrictions when the restricted period expires. If any shares remain subject to the restrictions as of the business day immediately preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 6 / Number of allocated shares 10,250 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 4,560 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The restricted period runs from 31 July 2026 until the date on which the holder retires or resigns from all positions as a director, executive officer or employee of the Company.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,910. There was no discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of14,810 common shares of the Company (treasury shares)
Issue price and disposal price¥1,910 per share
Total issue value¥28,287,100
Payment date31 July 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Shares 10,250 shares, Name 6 executive officers of the Company / Number of Shares 4,560 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The restricted period runs from 31 July 2026 until the date on which the holder retires or resigns from all positions as a director, executive officer or employee of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,910. There was no discount or premium.
Transfer restriction periodFrom 31 July 2026 until the date on which the allottee retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe allottee must continuously hold one of the positions of director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of the restricted period. In the event of retirement or resignation for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders to be held after the start of the restricted period, the allottee retires or resigns from all positions as a director, executive officer or employee of the Company without a valid reason. If any shares remain subject to the restrictions when the restricted period expires. If any shares remain subject to the restrictions as of the business day immediately preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 6 / Number of allocated shares 10,250 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 4,560 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥28,287,100 (the total annual amount of monetary compensation claims granted to the eligible directors is capped at ¥100 million)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKYO TEKKO CO.,LTD. (5445) timely disclosure | Komori